PennantPark Investment Corporation, et al.; Notice of Application, 27674-27675 [2011-11622]
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Federal Register / Vol. 76, No. 92 / Thursday, May 12, 2011 / Notices
May 8, 2011.
Elizabeth M. Murphy,
Secretary.
Chief, at (202) 551–6874 (Division of
Investment Management, Office of
Investment Company Regulation).
SUPPLEMENTARY INFORMATION: The
following is a summary of the
application. The complete application
may be obtained via the Commission’s
Web site by searching for the file
number, or an applicant using the
Company name box, at https://
www.sec.gov/search/search.htm or by
calling (202) 551–8090.
[FR Doc. 2011–11627 Filed 5–11–11; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
29665; 812–13772]
wwoods2 on DSK1DXX6B1PROD with NOTICES_PART 1
PennantPark Investment Corporation,
et al.; Notice of Application
Applicants’ Representations
1. The Company, a Maryland
corporation, is an externally managed,
May 6, 2011.
non-diversified, closed-end
AGENCY: Securities and Exchange
management investment company that
Commission (‘‘Commission’’).
has elected to be regulated as a business
ACTION: Notice of an application for an
development company (‘‘BDC’’) under
order under section 6(c) of the
the Act.1 The Company’s investment
Investment Company Act of 1940 (the
objectives are to generate both current
‘‘Act’’) for an exemption from sections
income and capital appreciation in the
18(a) and 61(a) of the Act.
form of mezzanine debt, senior secured
loans and equity investments through
APPLICANTS: PennantPark Investment
debt and equity investments primarily
Corporation (the ‘‘Company’’),
in U.S. middle market private
PennantPark SBIC GP, LLC (the
companies. The Investment Adviser, a
‘‘General Partner’’), PennantPark SBIC
Delaware limited liability company, is
LP (‘‘PennantPark SBIC’’) and
the external investment adviser to the
PennantPark Investment Advisers, LLC
Company. The Investment Adviser is
(the ‘‘Investment Adviser’’)
registered under the Investment
SUMMARY OF THE APPLICATION: The
Advisers Act of 1940.
Company requests an order to permit it
2. PennantPark SBIC, a Delaware
to adhere to a modified asset coverage
limited liability company, is a small
requirement.
business investment company (‘‘SBIC’’)
DATES: Filing Dates: The application was licensed by the Small Business
filed on May 12, 2010 and amended on
Administration (‘‘SBA’’) to operate
September 7, 2010, February 18, 2011,
under the Small Investment Act of 1958
and May 2, 2011.
(‘‘SBIA’’). PennantPark SBIC is excluded
HEARING OR NOTIFICATION OF HEARING: An from the definition of investment
company by section 3(c)(7) of the Act.
order granting the application will be
The Company directly owns 99% of
issued unless the Commission orders a
hearing. Interested persons may request PennantPark SBIC in the form of limited
partnership interests. The General
a hearing by writing to the
Partner, which is a wholly-owned
Commission’s Secretary and serving
subsidiary of the Company, owns 1% of
applicants with a copy of the request,
PennantPark SBIC in the form of a
personally or by mail. Hearing requests
general partnership interest. The
should be received by the Commission
Company is the sole member of the
by 5:30 p.m. on May 31, 2011 and
General Partner.
should be accompanied by proof of
service on the Applicants, in the form
Applicants’ Legal Analysis
of an affidavit or, for lawyers, a
1. The Company requests an
certificate of service. Hearing requests
exemption pursuant to section 6(c) of
should state the nature of the writer’s
the Act from the provisions of sections
interest, the reason for the request, and
18(a) and 61(a) of the Act to permit it
the issues contested. Persons who wish
to adhere to a modified asset coverage
to be notified of a hearing may request
requirement with respect to any direct
notification by writing to the
or indirect wholly owned subsidiary of
Commission’s Secretary.
the Company that is licensed by the
ADDRESSES: Secretary, U.S. Securities
SBA to operate under the SBIA as a
and Exchange Commission, 100 F
Street, NE., Washington, DC 20549–
1 Section 2(a)(48) defines a BDC to be any closed1090. Applicants, 590 Madison Avenue, end investment company that operates for the
15th Floor, New York, New York 10022. purpose of making investments in securities
described in section 55(a)(1) through 55(a)(3) of the
FOR FURTHER INFORMATION CONTACT:
Act and makes available significant managerial
Laura J. Riegel, Senior Counsel, at (202)
assistance with respect to the issuers of such
551–6873, or Dalia Osman Blass, Branch securities.
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SBIC and relies on Section 3(c)(7) for an
exemption from the definition of
‘‘investment company’’ under the 1940
Act (each, a ‘‘SBIC Subsidiary’’).2
Applicants state that companies
operating under the SBIA, such as the
SBIC Subsidiary, will be subject to the
SBA’s substantial regulation of
permissible leverage in its capital
structure.
2. Section 18(a) of the Act prohibits a
registered closed-end investment
company from issuing any class of
senior security or selling any such
security of which it is the issuer unless
the company complies with the asset
coverage requirements set forth in that
section. Section 61(a) of the Act makes
section 18 applicable to BDCs, with
certain modifications. Section 18(k)
exempts an investment company
operating as an SBIC from the asset
coverage requirements for senior
securities representing indebtedness
that are contained in section 18(a)(1)(A)
and (B).
3. Applicants state that the Company
may be required to comply with the
asset coverage requirements of section
18(a) (as modified by section 61(a)) on
a consolidated basis because the
Company may be deemed to be an
indirect issuer of any class of senior
security issued by PennantPark SBIC or
another SBIC Subsidiary. Applicants
state that applying section 18(a) (as
modified by section 61(a)) on a
consolidated basis generally would
require that the Company treat as its
own all assets and any liabilities held
directly either by itself, by PennantPark
SBIC, or by another SBIC Subsidiary.
Accordingly, the Company requests an
order under section 6(c) of the Act
exempting the Company from the
provisions of section 18(a) (as modified
by section 61(a)), such that senior
securities issued by each SBIC
Subsidiary that would be excluded from
the SBIC Subsidiary’s asset coverage
ratio by section 18(k) if it were itself a
BDC would also be excluded from the
Company’s consolidated asset coverage
ratio.
4. Section 6(c) of the Act, in relevant
part, permits the Commission to exempt
any transaction or class of transactions
from any provision of the Act if and to
the extent that such exemption is
necessary or appropriate in the public
interest and consistent with the
protection of investors and the purposes
fairly intended by the policy and
provisions of the Act. Applicants state
2 All existing entities that currently intend to rely
on the order are named as applicants. Any other
existing or future entity that may rely on the order
in the future will comply with the terms and
condition of the order.
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Federal Register / Vol. 76, No. 92 / Thursday, May 12, 2011 / Notices
that the requested relief satisfies the
section 6(c) standard. Applicants
contend that, because the SBIC
Subsidiary would be entitled to rely on
section 18(k) if it were a BDC itself,
there is no policy reason to deny the
benefit of that exemption to the
Company.
Applicants’ Condition
Applicants agree that any order
granting the requested relief will be
subject to the following condition:
The Company shall not issue or sell
any senior security, and the Company
shall not cause or permit PennantPark
SBIC or any other SBIC Subsidiary to
issue or sell any senior security of
which the Company, PennantPark SBIC
or any other SBIC Subsidiary is the
issuer except to the extent permitted by
section 18 (as modified for BDCs by
section 61) of the Act; provided that,
immediately after the issuance or sale
by any of the Company, PennantPark
SBIC or any other SBIC Subsidiary of
any such senior security, the Company,
individually and on a consolidated
basis, shall have the asset coverage
required by section 18(a) of the Act (as
modified by section 61(a)). In
determining whether the Company has
the asset coverage on a consolidated
basis required by section 18(a) of the
Act (as modified by section 61(a)), any
senior securities representing
indebtedness of PennantPark SBIC or
another SBIC Subsidiary shall not be
considered senior securities and, for
purposes of the definition of ‘‘asset
coverage’’ in section 18(h), shall be
treated as indebtedness not represented
by senior securities.
For the Commission, by the Division of
Investment Management, pursuant to
delegated authority.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2011–11622 Filed 5–11–11; 8:45 am]
wwoods2 on DSK1DXX6B1PROD with NOTICES_PART 1
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–64420; File No. SR–NYSE–
2011–21]
Self-Regulatory Organizations; New
York Stock Exchange LLC; Notice of
Filing of Proposed Rule Change
Amending Rule 80C To Include
Additional Securities in the Pilot by
Which Such Rule Operates and
Amending Rule 104 To Simplify Certain
Aspects of the Text While Also
Conforming Certain of the Percentages
Thereunder to the Proposed Changes
to Rule 80C
May 6, 2011.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’) 1 and Rule 19b–4 thereunder,2
notice is hereby given that on May 4,
2011, New York Stock Exchange LLC
(‘‘NYSE’’ or the ‘‘Exchange’’) filed with
the Securities and Exchange
Commission (‘‘SEC’’ or ‘‘Commission’’)
the proposed rule change as described
in Items I and II below, which Items
have been prepared by NYSE. The
Commission is publishing this notice to
solicit comments on the proposed rule
change, from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to amend
Rule 80C to include additional
securities in the pilot by which such
rule operates and amend Rule 104 to
simplify certain aspects of the text while
also conforming certain of the
percentages thereunder to the proposed
changes to Rule 80C. The text of the
proposed rule change is available at the
Exchange, the Commission’s Public
Reference Room, and https://
www.nyse.com.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
self-regulatory organization included
statements concerning the purpose of,
and basis for, the proposed rule change
and discussed any comments it received
on the proposed rule change. The text
of those statements may be examined at
the places specified in Item IV below.
The Exchange has prepared summaries,
set forth in sections A, B, and C below,
of the most significant parts of such
statements.
1 15
2 17
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CFR 240.19b–4.
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27675
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The Exchange proposes to amend
Rule 80C to include additional
securities in the pilot by which such
rule operates and amend Rule 104 to
simplify certain aspects of the text while
also conforming certain of the
percentages thereunder to the proposed
changes to Rule 80C.
The Commission approved Rule 80C
on a pilot basis on June 10, 2010 to
provide for trading pauses in individual
securities due to extraordinary market
volatility (‘‘Trading Pause’’) in all
securities included within the S&P
500® Index (‘‘S&P 500’’) (‘‘Trading Pause
Pilot’’ or ‘‘Pilot’’).3 The Exchange noted
in its filing to adopt Rule 80C that
during the Pilot period it would
continue to assess whether additional
securities need to be added and whether
the parameters of Rule 80C would need
to be modified to accommodate trading
characteristics of different securities.
The Exchange subsequently received
approval to add to the Pilot the
securities included in the Russell 1000®
Index (‘‘Russell 1000’’).4
3 The Commission approved the Trading Pause
Pilot for all equities exchanges and FINRA. See
Securities Exchange Act Release No. 62252 (June
10, 2010), 75 FR 34186 (June 16, 2010) (File Nos.
SR–BATS–2010–014; SR–EDGA–2010–01; SR–
EDGX–2010–01; SR–BX–2010–037; SR–ISE–2010–
48; SR–NYSE–2010–39; SR–NYSEAmex–2010–46;
SR–NYSEArca–2010–41; SR–NASDAQ–2010–061;
SR–CHX–2010–10; SR–NSX–2010–05; and SR–
CBOE–2010–047) and Securities Exchange Act
Release No. 62251 (June 10, 2010), 75 FR 34183
(June 16, 2010) (SR–FINRA–2010–025). The
Exchange submitted a proposed rule change shortly
after the initial Commission approval order to
clarify the procedures applicable to reopening. See
Securities Exchange Act Release No. 62284 (June
11, 2010), 75 FR 34498 (June 17, 2010) (SR–NYSE–
2010–45).
4 The Commission approved the addition to the
Trading Pause Pilot of the securities included in the
Russell 1000 and a specified list of Exchange
Traded Products (‘‘ETPs’’), where applicable, for all
equities exchanges and FINRA. See Securities
Exchange Act Release No. 62884 (September 10,
2010), 75 FR 56618 (September 16, 2010) (File Nos.
SR–BATS–2010–018; SR–BX–2010–044; SR–CBOE–
2010–065; SR–CHX–2010–14; SR–EDGA–2010–05;
SR–EDGX–2010–05; SR–ISE–2010–66; SR–
NASDAQ–2010–079; SR–NYSE–2010–49; SR–
NYSEAmex–2010–63; SR–NYSEArca–2010–61; and
SR–NSX–2010–08 and Securities Exchange Act
Release No. 62883 (September 10, 2010), 75 FR
56608 (September 16, 2010) (SR–FINRA–2010–033).
The Exchange submitted a proposed rule change
shortly after the addition of the Russell 1000
securities to extend the operation of the Pilot,
which was set to expire on December 10, 2010,
until April 11, 2011. See Securities Exchange Act
Release No. 63500 (December 9, 2010), 75 FR 78309
(December 15, 2010) (SR–NYSE–2010–81). The
Pilot is currently set to expire on the earlier of
August 11, 2011 or the date on which a limit up/
Continued
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]]>Agencies
[Federal Register Volume 76, Number 92 (Thursday, May 12, 2011)]
[Notices]
[Pages 27674-27675]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2011-11622]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 29665; 812-13772]
PennantPark Investment Corporation, et al.; Notice of Application
May 6, 2011.
AGENCY: Securities and Exchange Commission (``Commission'').
ACTION: Notice of an application for an order under section 6(c) of the
Investment Company Act of 1940 (the ``Act'') for an exemption from
sections 18(a) and 61(a) of the Act.
-----------------------------------------------------------------------
Applicants: PennantPark Investment Corporation (the ``Company''),
PennantPark SBIC GP, LLC (the ``General Partner''), PennantPark SBIC LP
(``PennantPark SBIC'') and PennantPark Investment Advisers, LLC (the
``Investment Adviser'')
Summary of the Application: The Company requests an order to permit it
to adhere to a modified asset coverage requirement.
DATES: Filing Dates: The application was filed on May 12, 2010 and
amended on September 7, 2010, February 18, 2011, and May 2, 2011.
Hearing or Notification of Hearing: An order granting the application
will be issued unless the Commission orders a hearing. Interested
persons may request a hearing by writing to the Commission's Secretary
and serving applicants with a copy of the request, personally or by
mail. Hearing requests should be received by the Commission by 5:30
p.m. on May 31, 2011 and should be accompanied by proof of service on
the Applicants, in the form of an affidavit or, for lawyers, a
certificate of service. Hearing requests should state the nature of the
writer's interest, the reason for the request, and the issues
contested. Persons who wish to be notified of a hearing may request
notification by writing to the Commission's Secretary.
ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F
Street, NE., Washington, DC 20549-1090. Applicants, 590 Madison Avenue,
15th Floor, New York, New York 10022.
FOR FURTHER INFORMATION CONTACT: Laura J. Riegel, Senior Counsel, at
(202) 551-6873, or Dalia Osman Blass, Branch Chief, at (202) 551-6874
(Division of Investment Management, Office of Investment Company
Regulation).
SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained via the
Commission's Web site by searching for the file number, or an applicant
using the Company name box, at https://www.sec.gov/search/search.htm or
by calling (202) 551-8090.
Applicants' Representations
1. The Company, a Maryland corporation, is an externally managed,
non-diversified, closed-end management investment company that has
elected to be regulated as a business development company (``BDC'')
under the Act.\1\ The Company's investment objectives are to generate
both current income and capital appreciation in the form of mezzanine
debt, senior secured loans and equity investments through debt and
equity investments primarily in U.S. middle market private companies.
The Investment Adviser, a Delaware limited liability company, is the
external investment adviser to the Company. The Investment Adviser is
registered under the Investment Advisers Act of 1940.
---------------------------------------------------------------------------
\1\ Section 2(a)(48) defines a BDC to be any closed-end
investment company that operates for the purpose of making
investments in securities described in section 55(a)(1) through
55(a)(3) of the Act and makes available significant managerial
assistance with respect to the issuers of such securities.
---------------------------------------------------------------------------
2. PennantPark SBIC, a Delaware limited liability company, is a
small business investment company (``SBIC'') licensed by the Small
Business Administration (``SBA'') to operate under the Small Investment
Act of 1958 (``SBIA''). PennantPark SBIC is excluded from the
definition of investment company by section 3(c)(7) of the Act. The
Company directly owns 99% of PennantPark SBIC in the form of limited
partnership interests. The General Partner, which is a wholly-owned
subsidiary of the Company, owns 1% of PennantPark SBIC in the form of a
general partnership interest. The Company is the sole member of the
General Partner.
Applicants' Legal Analysis
1. The Company requests an exemption pursuant to section 6(c) of
the Act from the provisions of sections 18(a) and 61(a) of the Act to
permit it to adhere to a modified asset coverage requirement with
respect to any direct or indirect wholly owned subsidiary of the
Company that is licensed by the SBA to operate under the SBIA as a SBIC
and relies on Section 3(c)(7) for an exemption from the definition of
``investment company'' under the 1940 Act (each, a ``SBIC
Subsidiary'').\2\ Applicants state that companies operating under the
SBIA, such as the SBIC Subsidiary, will be subject to the SBA's
substantial regulation of permissible leverage in its capital
structure.
---------------------------------------------------------------------------
\2\ All existing entities that currently intend to rely on the
order are named as applicants. Any other existing or future entity
that may rely on the order in the future will comply with the terms
and condition of the order.
---------------------------------------------------------------------------
2. Section 18(a) of the Act prohibits a registered closed-end
investment company from issuing any class of senior security or selling
any such security of which it is the issuer unless the company complies
with the asset coverage requirements set forth in that section. Section
61(a) of the Act makes section 18 applicable to BDCs, with certain
modifications. Section 18(k) exempts an investment company operating as
an SBIC from the asset coverage requirements for senior securities
representing indebtedness that are contained in section 18(a)(1)(A) and
(B).
3. Applicants state that the Company may be required to comply with
the asset coverage requirements of section 18(a) (as modified by
section 61(a)) on a consolidated basis because the Company may be
deemed to be an indirect issuer of any class of senior security issued
by PennantPark SBIC or another SBIC Subsidiary. Applicants state that
applying section 18(a) (as modified by section 61(a)) on a consolidated
basis generally would require that the Company treat as its own all
assets and any liabilities held directly either by itself, by
PennantPark SBIC, or by another SBIC Subsidiary. Accordingly, the
Company requests an order under section 6(c) of the Act exempting the
Company from the provisions of section 18(a) (as modified by section
61(a)), such that senior securities issued by each SBIC Subsidiary that
would be excluded from the SBIC Subsidiary's asset coverage ratio by
section 18(k) if it were itself a BDC would also be excluded from the
Company's consolidated asset coverage ratio.
4. Section 6(c) of the Act, in relevant part, permits the
Commission to exempt any transaction or class of transactions from any
provision of the Act if and to the extent that such exemption is
necessary or appropriate in the public interest and consistent with the
protection of investors and the purposes fairly intended by the policy
and provisions of the Act. Applicants state
[[Page 27675]]
that the requested relief satisfies the section 6(c) standard.
Applicants contend that, because the SBIC Subsidiary would be entitled
to rely on section 18(k) if it were a BDC itself, there is no policy
reason to deny the benefit of that exemption to the Company.
Applicants' Condition
Applicants agree that any order granting the requested relief will
be subject to the following condition:
The Company shall not issue or sell any senior security, and the
Company shall not cause or permit PennantPark SBIC or any other SBIC
Subsidiary to issue or sell any senior security of which the Company,
PennantPark SBIC or any other SBIC Subsidiary is the issuer except to
the extent permitted by section 18 (as modified for BDCs by section 61)
of the Act; provided that, immediately after the issuance or sale by
any of the Company, PennantPark SBIC or any other SBIC Subsidiary of
any such senior security, the Company, individually and on a
consolidated basis, shall have the asset coverage required by section
18(a) of the Act (as modified by section 61(a)). In determining whether
the Company has the asset coverage on a consolidated basis required by
section 18(a) of the Act (as modified by section 61(a)), any senior
securities representing indebtedness of PennantPark SBIC or another
SBIC Subsidiary shall not be considered senior securities and, for
purposes of the definition of ``asset coverage'' in section 18(h),
shall be treated as indebtedness not represented by senior securities.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2011-11622 Filed 5-11-11; 8:45 am]
BILLING CODE 8011-01-P
